TORONTO, ONTARIO and MONTREAL, QUEBEC -- (Marketwire) -- 07/02/10 -- Sceptre Investment Counsel Limited ("Sceptre") (TSX: SZ), the manager of the Sceptre Mutual Funds (the "Funds"), and Fiera Capital Inc. ("Fiera") have signed a definitive agreement to merge the two companies. The name of the combined company will be changed from Sceptre to Fiera Sceptre Inc. ("Fiera Sceptre"). The merger will create a leading, publicly traded, fast growing independent money manager with $30 billion in assets under management. Fiera Sceptre will be one of only a handful of independent, full service, multi-product investment firms in Canada, offering clients a proven top tier track record in equity and fixed income management as well as depth and expertise in asset allocation and alternative investments.
Transaction Summary
Under the agreement, Sceptre shareholders will exchange 14.0 million common shares for 14.0 million new Class A subordinate voting shares of Sceptre on a 1-for-1 basis. Fiera will transfer all of its assets and related liabilities to Sceptre in exchange for 21.1 million Class B special voting shares of Sceptre, which will result in a total of 35.1 million outstanding Class A subordinate voting shares and Class B special voting shares of Sceptre. After closing, Fiera will control approximately 60% of the outstanding shares of Fiera Sceptre.
Shareholders of Fiera Sceptre will then nominate and elect a new board of directors that will initially consist of nine directors. Class A subordinate voting shareholders will elect three directors, including the Lead Director. Class B special voting shareholders (current Fiera shareholders) will elect six directors. Class B special voting shares will be convertible into Class A subordinate voting shares on a 1-for-1 basis. In all other respects, the Class A and Class B shares will be the same.
The transaction will be completed as a plan of arrangement under the Business Corporations Act (Ontario). Completion of the transaction is subject to the approval of holders of two-thirds of the votes cast by Sceptre common shareholders present in person or by proxy at the special meeting of Sceptre shareholders to be held to consider the transaction, along with court approvals, the regulatory approvals described below and other customary conditions. The special meeting of the common shareholders of Sceptre will be convened in late August or early September to vote on the transaction. A management information circular containing details of the transaction is expected to be mailed to shareholders of Sceptre in July, 2010.
Jean-Guy Desjardins, controlling shareholder of Fiera, will become Chairman, Chief Executive Officer and Chief Investment Officer of Fiera Sceptre, and will be its controlling shareholder, Fiera President and Chief Operating Officer, Sylvain Brosseau, will become President and Chief Operating Officer of Fiera Sceptre. David Pennycook, currently president and Interim Chief Executive Officer of Sceptre, will become Vice-Chairman and Executive Vice-President of Fiera Sceptre.
The transaction is expected to close in late summer 2010.
Impact of Transaction on Sceptre Mutual Funds
The Funds account for approximately $947 million of the $7 billion in assets under management by Sceptre. With unique expertise in asset allocation, equity and fixed income management and non-traditional solutions, Fiera currently manages over $22 billion in assets. Upon completion of the transaction, Fiera Sceptre will be a diversified portfolio management firm that will have assets under management of approximately $30 billion. Fiera Sceptre will bring best-in-class expertise and performance in complementary asset classes to its clients. Together, the two companies will work to enhance the risk-return proposition for unitholders of the Sceptre Mutual Funds. Any changes to the Funds will be described in the information circular that will be mailed to unitholders of the Funds in connection with the transaction.
Regulatory Approvals
Completion of the transaction is subject to the approval of the Canadian securities regulatory authorities and the unitholders of each Fund. A meeting of the unitholders of each Fund will be convened in late August or early September to vote on the transaction. An information circular containing details of the transaction is expected to be mailed to unitholders of the Funds in July, 2010.
About Sceptre Investment Counsel
Sceptre is a leading Canadian independent investment management firm with assets under supervision of over $7-billion. Sceptre's origins date back to 1955. Sceptre became a public company listed on the Toronto Stock Exchange in 1986. Sceptre's Pension and Institutional Fund group manages investment portfolios for a wide range of clients, including corporations, governments, hospitals, charitable foundations, endowments, universities and unions. Through its Wealth Management group, Sceptre provides discretionary funds and segregated account management for high net-worth individuals, and offers a family of nine mutual funds. www.sceptre.ca
About Fiera Capital
Fiera is a Montreal-based privately held investment firm originally created as a result of a 2003 partnership between Desjardins Financial Group and Mr. Jean-Guy Desjardins together with a group of employees. Fiera Capital is one of Canada's leading independent, full-service, multi product investment firms, focused on delivering competitive and tailored multi-style investment solutions to its clientele, composed largely of institutional investors, investment funds, religious and charitable organizations and high net worth investors. With unique expertise in asset allocation, equity and fixed income management and non-traditional investment solutions, Fiera currently manages over $22-billion in assets. For the last twelve months ended March 31, 2010, Fiera had revenue of $39.5-million and adjusted EBITDA of $11.9-million. Over the last five years, Fiera's revenue has grown at a cumulative annual growth rate ("CAGR") of 24.6% and its AUM at a CAGR of 22.5%. At closing, Fiera will have no bank debt. www.fieracapital.ca
Forward-looking Statements
This document may contain certain forward-looking statements. These statements relate to future events or future performance and reflect management's expectations or beliefs regarding future events including business and economic conditions and Sceptre's growth, results of operations, performance and business prospects and opportunities. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend" or the negative of these terms or other comparable terminology.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward-looking statement.
These factors include, but are not limited to, market and general economic conditions, the nature of the financial services industry and the risks and uncertainties detailed from time to time in Sceptre's interim and annual consolidated financial statements and its Annual Report and Annual Information Form filed on sedar.com. These forward-looking statements are made as of the date of this document, and Sceptre assumes no obligation to update or revise them to reflect new events or circumstances.
Contacts:
Sceptre Investment Counsel Limited
David Pennycook
President and Chief Executive Officer
(416) 866-2479
dpennycook@sceptre.ca
www.sceptre.ca